News Column

Fitch Rates 3 Morgan Stanley & Co. Incorporated Trust Floater and Residual Certificates Series

May 15, 2014

NEW YORK--(BUSINESS WIRE)-- Fitch Ratings assigns the following ratings to the floater certificates and residual certificates of the Morgan Stanley & Co. Incorporated Trust series listed below:

--Series 2008-3377 floaters-'AAA/F1', Stable Outlook; Series 2008-3377 residuals-'AAA', Stable Outlook;

--Series 2008-3378x floaters-'AA/F1', Stable Outlook; Series 2008-3378x residuals-'AA', Stable Outlook;

--Series 2008-3382 floaters-'AA/F1', Negative Outlook; Series 2008-3382 residuals-'AA', Negative Outlook.

KEY RATING DRIVERS

The long-term 'AAA', Stable Outlook ratings assigned to the series 2008-3377 floaters and residuals are based on the rating that Fitch has assigned to California Educational Facilities Authority Revenue Bonds (Stanford University), Series U6, Term Bonds (rated 'AAA', Stable Outlook) that have been deposited in the trust.

The long-term 'AA', Stable Outlook ratings assigned to the series 2008-3378x floaters and residuals are based on the rating that Fitch has assigned to Department of Airports of the City of Los Angeles, CaliforniaLos Angeles International Airport, Senior Revenue Bonds, 2012 Series B (Private Activity - Non-AMT) Term Bonds (rated 'AA', Stable Outlook) that have been deposited in the trust.

The long-term 'AA', Negative Outlook ratings assigned to the series 2008-3382 floaters and residuals are based on the rating that Fitch has assigned to Commonwealth of Pennsylvania General Obligation Bonds, First of 2014 (rated 'AA', Negative Outlook) that have been deposited in the trust.

The 'F1' short-term ratings assigned to the floaters is based on the liquidity facilities provided by Morgan Stanley Bank, N.A. (rated 'A/F1', Stable Outlook). The short-term ratings assigned to the floaters will expire on April 15, 2015, the expiration date for the liquidity facilities unless such date is extended or earlier terminated.

RATING SENSITIVITIES

The short-term ratings assigned to the floaters reflects the short-term rating that Fitch maintains on the bank providing liquidity support and will be adjusted upward or downward in conjunction with the short-term rating of the bank, and, in some cases, the long-term rating of the underlying bond deposited in the trust. The long-term ratings assigned to the floaters and residuals are exclusively tied to the creditworthiness of the underlying bonds deposited in the trusts and will reflect all changes to that rating.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'U.S. Municipal Structured Finance Criteria', Feb. 24, 2014;

--'Guidelines for Rating Tender Option Bonds', May 9, 2013.

Applicable Criteria and Related Research:

U.S. Municipal Structured Finance Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=736618

Guidelines for Rating Tender Option Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=707849

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=830303

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.



Fitch Ratings

Primary Analyst:

Richard Park

Director

+1-212-908-0289

Fitch Ratings, Inc.

33 Whitehall Street

New York, NY 10004

or

Secondary Analyst:

Trudy Zibit

Managing Director

+1-212-908-0689

or

Committee Chairperson:

Mario Civico

Senior Director

+1-212-908-0796

or

Media Relations:

Elizabeth Fogerty, +1-212-908-0526

elizabeth.fogerty@fitchratings.com

Source: Fitch Ratings


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